UnionBanCal Corporation and Union Bank Name New Members of Board of Directors

NEW YORK & SAN FRANCISCO--(BUSINESS WIRE)-- UnionBanCal Corporation, and its primary banking subsidiary, Union Bank, N.A., announced several changes to the composition of its board of directors. Effective today, four new members have joined the board of UnionBanCal Corporation and Union Bank, N.A. as outside directors: Michael D. Fraizer, Ann F. Jaedicke, Henry R. Keizer and Toby S. Myerson.

Michael D. Fraizer (Photo: Business Wire)

On July 1, 2014, when The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU), a subsidiary of Mitsubishi UFJ Financial Group, Inc., integrates BTMU’s U.S. branch banking operations with Union Bank, N.A., the new legal name of the bank will be MUFG Union Bank, N.A. and the legal name of the holding company will be MUFG Americas Holdings Corporation. As of July 1, Messrs. Fraizer and Keizer and Ms. Jaedicke will serve as board members of MUFG Union Bank, N.A. and MUFG Americas Holdings Corporation; Mr. Myerson will only serve on the board of MUFG Union Bank, N.A.

Continuing their board service with UnionBanCal Corporation and Union Bank are four long-time outside directors: Christine N. Garvey, Mohan S. Gyani, Barbara L. Rambo and Dean A. Yoost. All four will continue their term when the legal name of the bank and holding company change on July 1, 2014.

The following four directors affiliated with MUFG will complete the board of directors for MUFG Union Bank, N.A. and MUFG Americas Holdings Corporation: Takashi Morimura, Masashi Oka, Katsumi Hatao and Hironori Kamezawa. Mr. Morimura is Deputy President of BTMU and Chief Executive of BTMU’s Global Business Unit. Mr. Oka is President and Chief Executive Officer of UnionBanCal Corporation and Union Bank, as well as Chief Executive Officer for the Americas of BTMU. Effective July 1, Mr. Oka will serve as Executive Chairman of MUFG Americas Holdings Corporation and MUFG Union Bank, N.A.

Mr. Hatao is Deputy CEO for the Americas and Chief Executive, Headquarters for the Americas of BTMU. Effective July 1, Mr. Hatao will serve as Chief Executive Officer of MUFG Americas Holdings Corporation and MUFG Union Bank, N.A. as well as Chief Executive Officer for the Americas of BTMU. Mr. Kamezawa is Deputy Chief Executive, Headquarters for the Americas of BTMU and will serve as Deputy CEO for the Americas of BTMU effective July 1. He was previously General Manager of Global Markets Planning Division for BTMU. Mr. Kamezawa will also begin his term on the board of MUFG Americas Holdings Corporation and MUFG Union Bank on July 1, 2014.

Effective today, the following members of the board of directors of UnionBanCal Corporation and Union Bank will retire: Aida M. Alvarez, Takeo Hoshi, Ph.D., Nicholas B. Binkley, L. Dale Crandall and Murray H. Dashe. Effective July 1, Katsunori Nagayasu, Chairman of BTMU, will retire as a board member of UnionBanCal Corporation.

“We are truly grateful for the distinguished service, deep expertise and wise counsel of these valuable board members, who’ve contributed to our success over many years,” said Mr. Oka. “They’ve helped guide us to this transformational stage, and have been invaluable as we formed an integrated bank that will be a highly competitive force in the U.S.”

Background of New Outside Directors

Michael D. Fraizer – Mr. Fraizer is the former Chairman and Chief Executive Officer of Genworth Financial, Inc., a life and mortgage insurer. Prior to Genworth Financial, he served over a 20-year period as CEO of a number of business units at General Electric, including GE Insurance, GE Financial Assurance and GE Capital Commercial Real Estate Financing and Services. He also served as a member of the board of directors of GE Capital. Mr. Fraizer also was president of GE Japan early in his career at General Electric, which began in 1980. He is currently a Senior Advisor at The Frontier Project, a boutique consulting investor in the health care industry. He is also an Operating Advisor at Blue Heron Capital, an early stage private equity portfolio focused on healthcare, information technology services and business services.

Ann F. Jaedicke – Ms. Jaedicke is the former Deputy Comptroller for Compliance Policy with the Office of the Comptroller of the Currency, where she spent 33 years in a number of senior roles, including National Bank Examiner, Director for Multinational Banking and Deputy Comptroller for Supervision Operations. Ms. Jaedicke also served as chair or member of the following regulatory committees: OCC Committee on Consumer Issues, FFIEC Task Force for Consumer Compliance, OCC Enforcement Committee and the OCC Bank Secrecy Act/Anti-Money Laundering Committee. After her government service, she joined Promontory Financial Group as Managing Director.

Henry R. Keizer – Mr. Keizer formerly served as Deputy Chairman and Chief Operating Officer of KPMG LLP, where he served in a number of key leadership positions prior to retiring at the end of 2012 after 35 years with the firm. As an advisor to top U.S. multinational companies, Mr. Keizer provided guidance on global capital markets, financial reporting practices, enterprise risk and control assessments, and operating and governance matters.

Toby S. Myerson – Mr. Myerson is a partner at the law firm Paul, Weiss, Rifkind, Wharton & Garrison, LLP. He is a member of the Corporate Department and is co-head of the firm’s Global Mergers and Acquisitions Group, where he specializes in mergers and acquisitions of public and private companies, leveraged buyouts, corporate governance and strategic counsel to boards of directors.

He is a member of the advisory board of the Harvard Law School Program on Corporate Governance and a member of the board of directors of Japan Society Inc. Mr. Myerson is recognized as one of the leading Corporate/M&A lawyers in the United States by Legal 500 and by Chambers USA and was chosen by his peers for The Best Lawyers in America in banking, corporate law, and mergers and acquisitions law.

About The Bank of Tokyo–Mitsubishi UFJ, Ltd. and the Mitsubishi UFJ Financial Group, Inc.

The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU) is Japan's premier bank, with a global network spanning more than 40 countries. BTMU offers an extensive scope of commercial and investment banking products and services to businesses, governments and individuals worldwide. In the Americas, BTMU has offices throughout the United States, Canada, and Central and South America serving mainly corporate clients. BTMU's parent, Mitsubishi UFJ Financial Group, Inc. (MUFG), is one of the world's leading financial groups, with total assets of more than JPY 258 trillion (approximately US$2.55 trillion) as of December 31, 2013. MUFG's services include commercial banking, trust banking, securities, credit cards, consumer finance, asset management and leasing. The Group's operating companies include BTMU, Mitsubishi UFJ Trust and Banking Corporation (Japan's leading trust bank), and Mitsubishi UFJ Securities Holdings, one of Japan's largest securities firms. MUFG's shares trade on the Tokyo, Nagoya and New York (NYSE:MTU) stock exchanges.

About UnionBanCal Corporation & Union Bank, N.A.

Headquartered in San Francisco, UnionBanCal Corporation is a financial holding company with assets of $107.2 billion at March 31, 2014. Its primary subsidiary, Union Bank, N.A., provides an array of financial services to individuals, small businesses, middle-market companies and major corporations. The bank operated 422 branches in California, Washington, Oregon, Texas, Illinois, New York and Georgia, as well as two international offices, as of March 31, 2014. UnionBanCal Corporation is a wholly-owned subsidiary of The Bank of Tokyo-Mitsubishi UFJ, Ltd., which is a subsidiary of Mitsubishi UFJ Financial Group, Inc. Union Bank is a proud member of the Mitsubishi UFJ Financial Group (MUFG, NYSE:MTU), one of the world’s largest financial organizations. In July 2013, American Banker Magazine and the Reputation Institute ranked Union Bank #1 for reputation among its customers. Visit www.unionbank.com for more information.

Forward-Looking Statements

The following appears in accordance with the Private Securities Litigation Reform Act. This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Often, they include the words “believe,” “continue,” “expect,” “target,” “anticipate,” “intend,” “plan,” “estimate,” “potential,” “project” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” They may also consist of annualized amounts based on historical interim period results. Forward-looking statements in this press release include statements regarding revenue growth, strategic opportunities, our aspiration to become one of the top 10 U.S. financial groups, and expected benefits and effects of the integration for customers and communities. There are numerous risks and uncertainties that could and will cause actual results to differ materially from those discussed in the forward-looking statements. Many of these factors are beyond our ability to control or predict and could have a material adverse effect on UnionBanCal’s financial condition, and results of operations or prospects. For more information about factors that could cause actual results to differ materially from our expectations, refer to UnionBanCal’s reports filed with the Securities and Exchange Commission (SEC), including the discussions under “Management’s Discussion & Analysis of Financial Condition and Results of Operations” and “Risk Factors” in UnionBanCal’s Annual Report on Form 10-K for the year ended December 31, 2012 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, as filed with the SEC and available on the SEC’s website at www.sec.gov. Any factor described above or in UnionBanCal’s SEC reports could, by itself or together with one or more other factors, adversely affect UnionBanCal’s financial results and condition. All forward-looking statements included in this press release are based on information available at the time of the release, and we assume no obligation to update any forward-looking statement.